The Modifyer and the Baron
by vivirbonita
Summary: [A fanfic based on the pilot, "The Modifyers."] After the events of the pilot, Xero's ring is returned only to be followed by a confession from the Baron to 'Lacey Shadows' AKA Xero's disguise. What follows after is a series of wild 'dating' hijinks, and the modifyer agent questioning whether she stay loyal or succumb to the underground king's advances.


**hi folks. today, i've decided to write a fanfic for the cancelled nickolodeon pilot ****_the modifyers_**** after watching a video of it in full on youtube and unfortunately, the parody soon after because it was the first thing i saw on google results. sadly, it wasn't up to my tastes. however, i'm at least glad it ****_did _****introduce me to a new pairing i like: baron vain/lacey shadows (aka agent xero). why of all pairings do i like this one, you may ask? well... i have no clue either. maybe it's the way he squeals how she's her favorite, or maybe it's because i'm really weird. i dunno. **

**_anyways, _****here's a fic dedicated to this weird ship! enjoy, or not. i dunno.**

* * *

"Come on, Rat, let's get this over with."

Baron turned on the old record player and gramophone, rubbing his hands together with a grin on his face as he looked over to Rat, who was inside his pet fish monster Kornyleous' mouth. The rodent was shivering in fear as the fish monster's mouth slowly began to close in on him, and Vain watched in glee... that was, until he heard a ringing nose.

Immediately, the gloomy music in the background stopped playing and the only thing that could be heard playing throughout the lair now was that ringing noise.

"What?" Vain asked, tensing up as the ringing continued. He twitched and looked over to Rat, asking, "What is that ringing?!" His eyes darted to the ground, and he saw a ring with a shiny pink gem on it that seemed to be vibrating. "Rat, _what_ is this thing?"

Kornyleous stopped closing in on the rodent, allowing Rat to climb out of the fish monster's mouth and pick up the ring. "Oh Baron, sir~" he called, holding the ring up to his master's face. He let out a low cackle. "You won't believe what this is!"

"What?_ What is it?_"

"This ring, this ring right here-" and the rat tapped underneath it "-belongs to one of them modifyers, and not just any modifyer but that Agent Xero!"

The baron's eyes widened for a moment in complete shock, until he stopped for a moment to think about things more.

Rat's accusation made no sense. Lacey was his favorite henchwoman and overall, his _best _henchperson ever. She was such a beautiful, cunning, resourceful, intelligent, charismatic young woman. Even though she was a nineteen year-old human, she managed to win him over with her wit and rascally ways. The moment she became one of his henchmen, he entrusted her with anything and everything, so the very idea that she was a fraud and actually one of those modifyers, specifically that _Agent Xero_… it was not only insane, but too much to bear.

The idea that his favorite person was a modifyer felt like a stab to the gut. This young lady who he liked a _lot, _so much so that it breached past the line of an admiration a boss had for his workers, which it breached past comrades and went into the realm of romantic attraction – the very thought that she could secretly be conspiring against him was a nightmare of his, and he rarely ever had nightmares.

Baron Vain shook his head. "That's nonsense, Rat! Lacey Shadows is my number one henchwoman. There's no way she would conspire against _me_!" He looked at the ring again and an idea came into mind. If this ring was Lacey's, then she must've dropped it by accident. She was probably worried, wondering where her jewel was right now… maybe, he could return it to her. Yes, he would return the ring to her, slip it onto her finger and make a move, winning her affections in the process. He could just picture it now – taking her hand into his, slipping the ring onto the finger and her thanking him with so much joy before giving him a kiss as a reward. Perfect – his idea was perfect, completely flawless. "Besides," he said, snatching the ring. "If the ring does belong to her, then I will _return_ it to her right away."

"But-" Rat tried to object, only to be interrupted.

"-no buts!" Vain interrupted. He went over to the Never More platform, taking a breath in as it went up. _Alright, you can do this. Just return the ring, and she will love you for all eternity… hopefully._

* * *

"Okay, now don't panic…"

"'Don't panic'? How can we not panic when you _lost the ring_?!"

"I didn't lose it! I – I just dropped it, that's all!"

"Yeah, in the _Baron's lair! _Now he'll find out your true identity!"

"Not unless Lacey Shadows heads back to retrieve her ring."

Agent Xero spun around, changing into her disguise. Her long pink and orange hair was now short and teal with purple highlights. Her white suit, black pants and white boots had changed into a black frilly dress with a lavender shirt under, black fingerless gloves, cyan buttons on it and a teal belt with a cyan buckle, black high-heeled boots and purple leggings with stripes on it. As for Mole, he had shapeshifted into a backpack.

"Now, to retrieve the ring…"

But just as she was going to head down the secret entrance, the Baron had already come up.

Lacey's breath nearly hitched in her throat when she saw that he was holding her ring. _Oh no, _she thought. _He knows. He knows who I am, he knows that I'm a modifyer, that I'm _–

"Lacey Shadows," he interrupted. "Rat tells me that this ring belongs to you. Is it true?"

Lacey gulped, both anxiety and some anger towards the rodent mentioned coursing through her. Of course it was Rat who, well, ratted her out. He was always jealous of her for being the Baron's favorite, always saying that one day it would be _him_ who had the Baron's praise instead of _her_, the lousy good-for-nothing henchwoman. Of _course _he would reveal her true identity. _Of course_.

"Y-yes, the ring's mine," she replied anxiously. He stared at her and she could almost feel as though he were judging her. It was over. Her façade was done. He _knew_ who she was, what organization she worked for and what she did – he knew _everything_. "B-Baron Vain, sir, I–"

"Give me your hand," Baron Vain ordered.

Lacey complied, nervously extending her hand out for him to take. She expected a harsh squeeze, slap or some form of stinging, agonizing pain to sear through as he would torture her but much to her surprise, he simply slid the ring onto her middle finger. "Wha- what?" she stuttered, looking at the ring on her finger, then at him. "Baron…?"

"Rat was rambling about how it belonged to you and some other nonsense, so I decided that if it _did _belong to you then I would return it," Baron explained. "I didn't want my best henchwoman to lose her valuable ring, 'cause I knew you probably dropped it by accident and were worried about where it was so I came to return it."

Lacey stared at the Baron, not knowing what to say. What could she say? She'd been so worried about him figuring her out and hadn't even expected _this_. Yes, he had no clue she was Agent Xero and still believed she was his loyal henchwoman, but... she hadn't expected him to do something as nice as _returning_ the ring to her. "Th-thank you," she stammered. "I – I was wondering where it was. I was worried that I had lost it, and...thank you, really."

"Of course! I didn't want the loveliest lady to be all worried and upset," replied Baron, confidently.

"I – wait, _lovely_?" Lacey asked, surprised at what she had heard. Did he really say she was the _loveliest _lady? Sure, it was known that the Baron didn't have many female associates, but hearing that she was the _loveliest _was an even bigger surprise than him returning her ring. It made her face heat up and flush a little, much to her dismay.

"Yes, lovely," said the Baron. "You're beautiful, smart, charismatic and well..." he trailed off, putting a finger to his chin to think of what else to say. "Well... _perfect. _There's a reason you're my favorite."

She blinked. Did he just...? "Baron, what are you trying to say?"

"What I'm saying is that I _like_ you, Lacey," he answered, taking her hand into his.

She gaped at him. "_What?!_ You – you can't be serious!" She couldn't believe it. The Baron, her arch nemesis who she was working to outsmart and defeat, had just admitted that he _liked_ her to _her_. "You _can't _like me! You just – you can't!"

"Why not?" he asked, curious.

"Because..." _Because __I'm a modifyer, _she said in her mind, but not aloud. Instead, she gave a different reason: "Because I'm your henchwoman. I can't date my boss, or else your other henchmen will protest and say–"

"Bah!" He waved his other hand in dismissal. "Who cares what they say? _I'm _the Baron, not them, and I say that I like my favorite henchperson and overall person ever: Lacey Shadows."

"But- but..." she tried to protest, but her words fell flat. She tried to think of some way to turn him down, and so she blurted out the first thing that came into mind: "I'm not ready yet."

"_Ready_?" repeated the Baron. "What do you mean by 'not ready'?"

"I'm not ready to jump into a relationship so soon," Lacey elaborated. "I mean, I don't even _know _if I return your feelings or not... I need some time before we get together. Why, you haven't even asked me out or done anything intimate with me yet."

The Baron stopped and pondered over her words. She had a point – he hadn't really done anything intimate with her, barely even gave her much hints that he liked her now that he thought about it. He called her his favorite, patted her head when she would pop in sometimes but other than that, nothing. Perhaps, if they started doing more 'intimate' things, then she would soon come to return his feelings and maybe, just _maybe_, she would become his baroness even. "Hmm, you have a point... very well, then."

Lacey sighed in relief. _Phew, that was _–

"I will give you some time to think about your feelings," Baron went on. "Perhaps, we could go out and do romantic and more 'intimate' endeavors - maybe that will help solve your dilemma."

Lacey's heart dropped. "What? But - but that's not what I-"

"Goodbye, Lacey," the Baron interrupted, bending down to caress her head. "I shall see you tomorrow night."

"But Baron, I-" before she could even object, he was going back down to his lair.

She sighed. Oh, what had she just gotten herself into?

* * *

**sorry if this isn't the best start, but i hope you liked it regardless. **


End file.
